EXHIBIT 10.32
[LOGO]
Santa Fe International Corporation
August 31, 2001
X. Xxxxxxx Xxxxxx, Xx.
0000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 0000
Dear Xx. Xxxxxx:
In connection with the transaction contemplated by the Agreement and Plan
of Merger (the "Merger Agreement"), dated as of the date hereof, Santa Fe
International Corporation (the "Company") wishes to set forth your duties and
responsibilities on and following the Effective Time (as defined in the Merger
Agreement) and to amend the terms of your Executive Severance Protection
Agreement (the "Severance Agreement"), dated as of October 18, 1999, to reflect
such duties and make certain other changes.
1. The provisions of this letter agreement (the "Letter Agreement") are
supplemental to and amend the provisions of the Severance Agreement, pursuant to
Section 8 thereof, and the Company Employee Severance Protection Plan, effective
as of May 2, 1997 (the "Severance Plan"), and, in the event of a conflict, the
provisions of this Letter Agreement shall govern. By this reference, the
Severance Plan is specifically incorporated herein and the defined terms and
definitions of said Severance Plan are incorporated herein mutatis mutandis.
Unless provided otherwise in this Letter Agreement, capitalized terms that are
not otherwise defined in this Letter Agreement shall have the meanings assigned
to them in the Severance Plan.
2. On and following the Effective Time, you shall have complete authority
and responsibility over the business and affairs of the Company as Chief
Executive Officer ("CEO") of the Company, subject only to the oversight of the
Board of Directors of the Company (the "Board"). Such responsibilities shall be
consistent with your responsibilities as CEO of the Company in effect prior to
the Effective Time and shall also be consistent with the responsibilities of a
chief executive officer of a publicly-listed U.S. corporation. You shall also
serve on the Board. You shall report exclusively to the Board of Directors, and
all other officers of the Company (other than the Chairman of the Board) shall
report, directly or indirectly, to you. So long as Xx. Xxxx is Chairman of the
Board, the allocation of duties and responsibilities between you and Xx. Xxxx
shall be consistent with Schedule I attached hereto.
3. Notwithstanding anything to the contrary in Section 2 of the Severance
Agreement, effective as of the Effective Time, the following clauses (i), (ii),
(iv), (v) and (vi) shall apply in lieu of the corresponding clauses in the
provisions of Section 2.13 of the Severance Plan ("Good Reason"):
(i) without the express written consent of the Employee, the
assignment to the Employee of any duties (including, without limitation,
any reporting obligations) that are materially inconsistent with those set
forth in Section 2 of this Letter Agreement;
(ii) without the express written consent of the Employee, any action
by the Company occurs which results in a material diminution in the
position, duties or status (including, without limitation, any reporting
authority) of the Employee as set forth in Section 2 of this Letter
Agreement;
(iv) without the express written consent of the Employee, the removal
of the Employee from the Board, the failure of the Employee to be nominated
to the Board or the failure of the Employee to be elected to the Board;
(v) the annual base salary of the Employee, as the same may hereafter
be increased from time, is reduced; or
(vi) the failure by the Company to provide the Employee with incentive
compensation opportunities consistent with those provided for under each
material incentive, plan, program and practice as in effect immediately
prior to the Effective Date (or in effect following the Effective Date, if
greater).
4. Notwithstanding anything to the contrary in Section 4.1 of the Severance
Plan, the definition of the Designated Period is hereby amended to constitute
the period from a Change in Control (including the Effective Time) until the
later of (a) the third anniversary of such Change in Control and (b) the date
immediately subsequent to your 62nd birthday.
5. Section 6(a) of the Severance Agreement is hereby deleted and replaced
with the following:
"(a) Upon a termination of employment entitling the Executive Employee to a
Severance Benefit as provided in Section 4.2 of the Plan, the benefits accorded
to Executive Employee under his or her applicable Company pension plan (which,
for purposes of this Agreement, shall include any retirement plan sponsored by
the Company, including, but not limited to, qualified or non-qualified pension
plans, supplemental pension plans, supplemental executive retirement plans or
any other pension-type plans providing monthly or lump sum cash benefits at
retirement) shall be augmented by adding (i) three (3) years of service and (ii)
three (3) years of age (in any case, as if the Executive Employee had attained
age 62 while in the employ of the Company). In the event and to the extent such
payments cannot be paid under the pension plan due to limitations under Section
401 et seq. of the Internal Revenue Code, payment shall be made on an unfunded
basis by the Company."
6. Section 6(b) of the Severance Agreement is hereby amended by inserting
the words "and/or financial planning services" after the words "outplacement
service" in such section.
7. At the Effective Time, (a) all of your then outstanding options to
purchase shares of Company ordinary shares shall vest and become exercisable,
and (b) all your then outstanding restricted ordinary shares shall vest. In
addition, pursuant to this Letter Agreement, and notwithstanding anything to the
contrary in any stock option plan of the Company, if your employment is
terminated at any time in circumstances entitling you to a Severance Benefit
pursuant to Section 4.2 of the Severance Plan, your options shall remain
exercisable for three years following the date of the termination of your
employment (or until the expiration of the original terms of the options, if
earlier).
8. The Severance Agreement and the Severance Plan shall continue in full
force and effect as amended herein.
9. This Letter Agreement may be amended or terminated only by a written
instrument signed by both parties hereto making specific reference to this
Letter Agreement and expressing the plan or intention to modify or terminate it.
10. This Letter Agreement may be executed by the parties hereto in
counterparts, each of which shall be deemed an original, but both such
counterparts shall together constitute one and the same document.
If this Letter Agreement sets forth our agreement on the subject matter hereof,
kindly sign and return to the Company the enclosed copy of this Letter
Agreement, which will then constitute our agreement with each provision
contained herein.
Sincerely,
SANTA FE INTERNATIONAL CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Chairman of the Board
ACCEPTED AND AGREED:
/s/ X. Xxxxxxx Xxxxxx, Xx.
------------------------------
X. Xxxxxxx Xxxxxx, Xx.
SCHEDULE I
Xxxxxx and Duties
of the Chairman of the Board and
of the Chief Executive Officer and President
Chairman of the Board:
o Presides at all meetings of the Board of Directors;
o Makes himself available to the Chief Executive Officer to provide
advice and counsel in developing management's recommendations on the
Company's positions on strategic issues (e.g., major business and
corporate initiatives, and the selection, retention, compensation and
termination of directors and senior officers), and leads the Board in
establishing the Board's position on such issues;
o In consultation with the Chief Executive Officer and with the
assistance of the Corporate Secretary, establishes agendas and makes
arrangements for meetings of the Board of Directors and meetings of
stockholders;
o Together with the Chief Executive Officer, has general responsibility
for information flow to the Board and to committees of the Board;
o Assists the Chief Executive Officer in the integration of both
companies following the merger;
o In coordination with the Chief Executive Officer, acts as senior
company liaison with industry, community and political contacts
regarding issues of concern to the Company; and
o Exercises and performs such other powers and duties as may from time
to time be assigned to him by the Board of Directors or be prescribed
by the Company's governing documents.
Chief Executive Officer and President:
o Has authority over the business and affairs of the Company, subject
only to the oversight of the Board of Directors;
o In consultation with the Chairman of the Board, develops management's
recommendations to the Board with respect to Company's positions on
strategic issues (e.g., major business and corporate initiatives, and
the selection, retention, compensation and termination of directors
and senior officers);
o Assumes the duties and responsibilities of the Chairman of the Board
in the absence of the Chairman of the Board; and
o Exercises and performs such other powers and duties as may be from
time to time assigned to him by the Board Directors or prescribed by
the Company's governing documents.
